Appendix 4G Key to Disclosures Corporate Governance ...adfl.com.au/.../2017/03/...Governance-Statement.pdf · 2 “Corporate governance statement” is defined in Listing Rule 19.12

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Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Australian Dairy Farms Group ASX Code: AHF

A stapled security comprising one share in Australian Dairy Farms Limited (ABN 36 057 045 607) and one unit in Australian Dairy Farms Trust (ARSN 600 601 689)

ABN / ARBN: Financial year ended:

As above 30 June 2017

Our corporate governance statement2 for the above period above can be found at:3

☐ These pages of our annual report:

☒ This URL on our website: www.adfl.com.au

The Corporate Governance Statement is accurate and up to date as at and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.

Date: 31 August 2017

Name of Director or Secretary authorising lodgement:

Michael Hackett - Director

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the

extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s

corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

http://www.adfl.com.au/

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed …4

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 A listed entity should disclose:

(a) the respective roles and responsibilities of its board and management; and

(b) those matters expressly reserved to the board and those delegated to management.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement OR

☐ at

… and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):

☐ at

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.2 A listed entity should:

(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

(b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.



☐ at


Statement OR



1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.


☐ in our Corporate Governance Statement OR

☐ at

☒ an explanation why that is so in our Corporate Governance

Statement OR



1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.



☐ at


Statement OR



4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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(a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

(b) disclose that policy or a summary of it; and

(c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either:

(1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

(2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

… the fact that we have a diversity policy that complies with paragraph (a):


☐ at

… and a copy of our diversity policy or a summary of it:

☐ at

… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:


☐ at

… and the information referred to in paragraphs (c)(1) or (2):


☐ at


Statement OR




(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

… the evaluation process referred to in paragraph (a):


☐ at

… and the information referred to in paragraph (b):


☐ at


Statement OR




(a) have and disclose a process for periodically evaluating the performance of its senior executives; and

(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

… the evaluation process referred to in paragraph (a):


☐ at

… and the information referred to in paragraph (b):


☐ at


Statement OR



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PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1 The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

[If the entity complies with paragraph (a):]

… the fact that we have a nomination committee that complies with paragraphs (1) and (2):


☐ at

… and a copy of the charter of the committee:

☐ at

… and the information referred to in paragraphs (4) and (5):


☐ at

[If the entity complies with paragraph (b):]

… the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively:


☐ at


Statement OR



2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

… our board skills matrix:


☐ at


Statement OR



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(a) the names of the directors considered by the board to be independent directors;

(b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

(c) the length of service of each director.

… the names of the directors considered by the board to be independent directors:


☒ at www.adfl.com.au and in our Annual Report

… and, where applicable, the information referred to in paragraph (b):



… and the length of service of each director:




Statement

2.4 A majority of the board of a listed entity should be independent directors.



☐ at [insert location here]


Statement OR



2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.



☐ at


Statement OR



2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.



☐ at


Statement OR



PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY


(a) have a code of conduct for its directors, senior executives and employees; and

(b) disclose that code or a summary of it.

… our code of conduct or a summary of it:


☐ at [insert location here]


Statement




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PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING


(a) have an audit committee which:

(1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(2) is chaired by an independent director, who is not the chair of the board,

and disclose:


(4) the relevant qualifications and experience of the members of the committee; and

(5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.


… the fact that we have an audit committee that complies with paragraphs (1) and (2):


☐ at


☐ at



☐ at


… the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:


☐ at


Statement

4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.



☐ at


Statement

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4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.



☐ at


Statement OR

☐ we are an externally managed entity that does not hold an

annual general meeting and this recommendation is therefore not applicable

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE


(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

… our continuous disclosure compliance policy or a summary of it:


☐ at


Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 A listed entity should provide information about itself and its governance to investors via its website.

… information about us and our governance on our website:

☒ at www.adfl.com.au


Statement

6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.



☐ at


Statement

6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

… our policies and processes for facilitating and encouraging participation at meetings of security holders:


☐ at


Statement OR

☐ we are an externally managed entity that does not hold

periodic meetings of security holders and this recommendation is therefore not applicable

6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.



☐ at


Statement

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PRINCIPLE 7 – RECOGNISE AND MANAGE RISK


(a) have a committee or committees to oversee risk, each of which:



and disclose:




(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.


… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):


☐ at


☐ at



☐ at


… the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:


☐ at


Statement

7.2 The board or a committee of the board should:

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such a review has taken place.

… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound:


☐ at

… and that such a review has taken place in the reporting period covered by this Appendix 4G:


☐ at


Statement

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(a) if it has an internal audit function, how the function is structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.


… how our internal audit function is structured and what role it performs:


☐ at


… the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes:


☐ at


Statement

7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:


☐ at


Statement

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PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY


(a) have a remuneration committee which:



and disclose:




(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.


… the fact that we have a remuneration committee that complies with paragraphs (1) and (2):


☐ at


☐ at



☐ at


… the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:


☐ at


Statement OR

☐ we are an externally managed entity and this recommendation is

therefore not applicable

8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:


☐ at


Statement OR



8.3 A listed entity which has an equity-based remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and


… our policy on this issue or a summary of it:


☐ at


Statement OR

☐ w e do not have an equity-based remuneration scheme and this

recommendation is therefore not applicable OR



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ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES

- Alternative to Recommendation 1.1 for externally managed listed entities:

The responsible entity of an externally managed listed entity should disclose:

(a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity;

(b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.

… the information referred to in paragraphs (a) and (b):


☐ at


Statement

- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:

An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.

… the terms governing our remuneration as manager of the entity:


☐ at


Statement

Australian Dairy Farms Group

ASX Code: AHF

AUSTRALIAN DAIRY FARMS LIMITED AUSTRALIAN DAIRY FARMS TRUST ACN 057 046 607 ARSN 600 601 689

Level 1, 41 Edward Street, Brisbane QLD 4000 | GPO Box 6, Brisbane Qld 4001 Phone: +61 07 3020 3020 | Fax: +61 07 3020 3080 l Email: [email protected]

Corporate Governance Statement August 2017

Australian Dairy Farms Group is a stapled security comprised of Australian Dairy Farms Limited (ADFL) and the Australian Dairy Farms

Trust (ADFT). As an ASX listed entity, the Group is required to meet the ASX Corporate Governance Council’s (CGC) Corporate Governance

Principles and Recommendations. The responsible entity for ADFT is Trustees Australia Limited (TAU). This Corporate Governance

Statement is reported against the 3rd edition of the Corporate Governance Principles and Recommendations and has been approved by the

boards of directors of ADFL and TAU (Boards).

1 LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT


(a) the respective roles and responsibilities of its board and

management; and

(b) those matters expressly reserved to the board and those

delegated to management.

The Group’s Board Charter sets out the specific

responsibilities of the Boards, matters expressly reserved

to the Boards and those delegated to management.

The Board Charter is available on the Group’s website.


(a) undertake appropriate checks before appointing a

person, or putting forward to security holders a

candidate for election, as a director; and

(b) provide security holders with all material information in

its possession relevant to a decision on whether or not to

elect or re-elect a director.

Prior to appointing any new directors, the Group will

undertake appropriate checks which may include checks

such as the person’s character, experience, education,

criminal record and bankruptcy history.

A profile of each director is included in the annual report of

the Group and on the Group’s website. Any notice of

meeting where a director is standing for election or re-

election will include material information in the Group’s

AHF Corporate Governance Statement 2017 Page 2


possession relevant to a decision on whether or not to elect

or re-elect a director.

1.3 A listed entity should have a written agreement with each

director and senior executive setting out the terms of their

appointment.

The Group is in the process of completing written agreements

with each director setting out the terms of their

appointment. Once in place, any material variations to

written agreements will be disclosed to the ASX.

1.4 The company secretary of a listed entity should be accountable

directly to the board, through the chair, on all matters to do

with the proper functioning of the board.

The Company Secretary of the Group has a direct line of

communication with the Chairman and all directors, and is

responsible for supporting the proper functioning of the

Boards which includes, but is not limited to, providing advice

on governance and procedural issues, and the preparation of

detailed Board papers and minutes.


(a) have a diversity policy which includes requirements for

the board or a relevant committee of the board to set

measurable objectives for achieving gender diversity and

to assess annually both the objectives and the entity’s

progress in achieving them;

(b) disclose that policy or a summary of it; and

(c) disclose as at the end of each reporting period the

measurable objectives for achieving gender diversity set

by the board or a relevant committee of the board in

In view of the size of the Group and the nature of its

activities, the Boards have not established a diversity policy.

However, the Group supports diversity and aims to employ

both women and people from diverse cultural and ethnic

backgrounds particularly in management roles. The Group

will develop a diversity policy and measureable objectives

when its size and activities warrant such a structure.



accordance with the entity’s diversity policy and its

progress towards achieving them, and either:

(i) the respective proportions of men and women on

the board, in senior executive positions and across

the whole organisation (including how the entity

has defined “senior executive” for these

purposes); or

(ii) if the entity is a “relevant employer” under the

Workplace Gender Equality Act, the entity’s most

recent “Gender Equality Indicators”, as defined in

and published under that Act.


(a) have and disclose a process for periodically evaluating

the performance of the board, its committees and

individual directors; and

(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

The Chairman is responsible for evaluation of the performance

of the Boards, its committees (if applicable) and individual

directors. The Chairman and the Board regularly discuss the

performance and composition of the Board, considering issues

or concerns as they arise. This ongoing process will remain in-

house and informal and be completed throughout the year,

relying on regular discussions.

A formal performance review of the Chairman will not be

undertaken.


(a) have and disclose a process for periodically evaluating

the performance of its senior executives; and

The Chairman is responsible for evaluation of the performance

of senior executives. This ongoing process will remain in-house



(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

and informal and be completed throughout the year, relying

on regular discussions.

2 STRUCTURE THE BOARD TO ADD VALUE


(a) have a nomination committee which:

(i) has at least three members, a majority of whom

are independent directors; and

(ii) is chaired by an independent director;

and disclose:

(iii) the charter of the committee;

(iv) the members of the committee; and

(v) as at the end of the reporting period, the number

of times the committee met throughout the

period and the individual attendances of the

members at those meetings; or

(b) if it does not have a nomination committee, disclose the

fact and the processes it employs to address board

succession issues and to ensure that the board has the

appropriate skills, knowledge, experience, independence

The Boards consider that the selection and appointment of

directors is an important task that should be the

responsibility of the entire Board to consider the nomination

process. As each of ADFL’s and TAU’s Boards consists of only

three directors, this is considered best practice at this stage

in the Group’s development.

The Boards employ the following processes to address board

succession issues and to ensure that the Boards have the

appropriate skill, knowledge, experience, independence and

diversity to enable it to discharge its duties and

responsibilities effectively:

The Board will periodically review and consider the structure

and balance of the Boards regarding appointments,

retirements and terms of office of Directors.

Where appropriate, the Boards will engage independent

consultants to identify possible new candidates for the

Boards.



and diversity to enable it to discharge its duties and

responsibilities effectively.

• Board members will identify and recommend to the

Boards, candidates for the Boards, after considering

the necessary and desirable competencies of new

Board members to ensure the appropriate mix of skills

and experience and after assessment of how the

candidates can contribute to the strategic direction of

the Group.

• The Boards will assess and consider the time required to

be committed by a non-executive Director to properly

fulfil their duty to the Group and advise the Board.

• The Boards will consider and recommend candidates for

election or re-election to the Boards at each annual

security holders’ meeting.

• The Boards will review directorships in other public

companies held by or offered to Directors and senior

executives of the Group.

• The Boards will review succession plans for the Boards

with a view to maintaining an appropriate balance of

skills and experience on the Boards.

• The Boards will make recommendations on the

appropriate size and composition of the Boards.

• The Boards will make recommendations on the terms

and conditions of appointment to the Boards.



2.2 A listed entity should have and disclose a board skills matrix

setting out the mix of skills and diversity that the board

currently has or is looking to achieve in its membership.

The Boards have identified that the appropriate mix of skills

and diversity required of its members on the Boards to

operate effectively and efficiently is achieved by personnel

having a combination of skills and experience in one or more

of business management and when available agricultural

business management, marketing, legal, finance and equity

markets.

An outline of the skills and experience of each existing

Director are set out on the Group’s website.


(a) the names of the directors considered by the board to be

independent directors;

(b) if a director has an interest, position, association or

relationship of the type described in Box 2.3 but the

board is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

position, association or relationship in question and an

explanation of why the board is of that opinion; and

(c) the length of service of each director.

Details of the Group’s independent directors, details of why a

director is not considered independent and the length of

service of each director, are set out on in the periodic

financial reports.

2.4 A majority of the board of a listed entity should be independent

directors.

At the date of this statement, one of the three directors of

ADFL (Adrian Rowley) is independent according to the ASX

Corporate Governance Council’s discussion of independence.



Michael Hackett as chairman of both Boards is considered to

be not independent given that TAU is currently the largest

securityholder. Additionally, TAU is the responsible entity of

ADFT which owns all farm property.

Peter Skene, as Chief Executive Officer/Director, is

considered not to be an-independent director on the board

given he is an executive and CEO.


activities the Boards consider that the current boards are a

practical method of directing and managing the Group.

2.5 The chair of the board of a listed entity should be an

independent director and, in particular, should not be the same

person as the CEO of the entity.

At the date of this statement, the chairman of the Group is

Michael Hackett who is considered not independent under the

ASX Corporate Governance Council’s discussion of

independence. However his mix of skills and corporate

experience at board level is considered valuable to the Group

in this role.

2.6 A listed entity should have a program for inducting new directors

and provide appropriate professional development opportunities

for directors to develop and maintain the skills and knowledge

needed to perform their role as directors effectively.

The Boards have an informal program for inducting new

directors and will provide appropriate professional

development opportunities to develop and maintain the skills

and knowledge needed for the directors to perform their role

effectively.

3 PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING




(a) have a code of conduct for its directors, senior executives

and employees; and

(b) disclose that code or a summary of it.

The Board has a code of conduct which is disclosed on its

website.

4 SAFEGUARD INTEGRITY IN FINANCIAL REPORTING


(a) have an audit committee which:

(i) has at least three members, all of whom are non-

executive directors and a majority of whom are

independent directors; and

(ii) is chaired by an independent director, who is not

chair of the board,

and disclose:


(iv) the relevant qualifications and experience of the

`members of the committee; and

(v) in relation to each reporting period, the number

of times the committee met throughout the

period and the individual attendances of the


The role of the audit committee has been assumed by the

Boards. The size and nature of the Group’s activities does not

justify the establishment of such a committee at this time.

The audit committee will be established as and when the

need for such a committee arises and when established, will

be structured in accordance with the ASX Corporate

Governance Recommendations and will have a formal

charter.

To independently verify and safeguard the integrity of its

corporate reporting the Boards will:

• Manage the selection and appointment of the external

auditor and for the rotation of external audit engagement

partners through the Group’s service contract obligations

and in-house compliance program.



(b) if it does not have an audit committee, disclose that fact

and the processes it employs that independently verify

and safeguard the integrity of its corporate reporting,

including the processes for the appointment and removal

of the external auditor and the rotation of the audit

engagement partner.

• Review the appropriateness of the accounting principles

adopted by management in the financial reports and the

integrity of the Group’s financial reporting.

• Oversee the financial reports and the results of the

external audits of those reports.

• Assess whether external reporting is adequate for security

holder needs.

• Assess management processes supporting external

reporting.

• Establish procedures for treatment of accounting

complaints.

• Review the impact of any proposed changes in accounting

policies on the financial statements.

• Review the quarterly, half yearly and annual results.

4.2 The board of a listed entity should, before it approves the

entity’s financial statements for a financial period, receive from

its CEO and CFO a declaration that, in their opinion, the

financial records of the entity have been properly maintained

and that the financial statements comply with the appropriate

accounting standards and give a true and fair view of the

financial position and performance of the entity and that the

opinion has been formed on the basis of a sound system of risk

management and internal control which is operating effectively.

The Group’s Chairman and CFO will provide the Board with

the appropriate assurances in relation to full year and half-

year statutory financial reports.



4.3 A listed entity that has an AGM should ensure that its external

auditor attends its AGM and is available to answer questions

from security holders relevant to the audit.

The Group’s external auditor will be invited to attend, each

annual general meeting and will be available to answer

questions from security holders relevant to the audit.

5 MAKE TIMELY AND BALANCED DISCLOSURE


(a) have a written policy for complying with its continuous

disclosure obligations under the Listing Rules; and


The Group’s each have a continuous disclosure policy to

ensure compliance with ASX Listing Rules disclosure

requirements and the corporate governance standards

applied by the Group in its market communications.

The continuous disclosure policy is available on the Group’s

website.

6 RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 A listed entity should provide information about itself and its

governance to investors via its website.

The Group’s website provides information on the Group

including its background, objectives, projects and contact

details. The Corporate Governance page provides access to

key policies, procedures and charters of the Group, securities

trading policy and the latest Corporate Governance

Statement.

ASX announcements, Group reports and presentations will be

uploaded to the website following release to the ASX and

editorial content is updated as required.



6.2 A listed entity should design and implement an investor

relations program to facilitate effective two-way communication

with investors.

The Boards aim to ensure that the security holders, on behalf

of whom they act, are informed of all information necessary

to assess the performance of the directors. Information is

communicated to security holders through:

• the annual report which is distributed to those security

holders who request a copy;

• the annual general meeting and other meetings called to

obtain approval for Board action as appropriate;

• the appointment of a contact for security holder liaison

to respond to telephone and written security holder

enquiries; and

• the Group’s website.

6.3 A listed entity should disclose the policies and processes it has

in place to facilitate and encourage participation at meetings of

security holders.

The Group maintains a strategy to promote communication

with security holders and encourage effective participation

at general meetings on an issue to issue basis, which is

considered appropriate to the size of the Group and the scale

of its operations. This communication policy is available on

the Group’s website.

6.4 A listed entity should give security holders the option to receive

communications from, and send communications to, the entity

and its security register electronically.

The Group’s give security holders the option to receive

communications from, and send communications to, the

Group and its security registry electronically.



7 RECOGNISE AND MANAGE RISK


(a) have a committee or committees to oversee risk, each of

which:




and disclose:



(v) as at the end of each reporting period, the

number of times the committee met throughout

the period and the individual attendances of the


(b) if it does not have a risk committee or committees that

satisfy (a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management

framework.


activities, the Boards have considered that establishing a

formally constituted risk oversight and management

committee would contribute little to its effective

management.

The Boards as a whole consider the major risks affecting the

business.

The risks to which the Group are exposed are set out in the

Offer Document of the Group dated 20 August 2014

announced to ASX on that date. A copy is available on the

Group’s website.

The Group has developed a risk management system to

evaluate and control risks effectively to try within the limits

of reasonably available resources to ensure opportunities are

not lost, competitive advantage is enhanced, and

management time is not spent unduly in reacting to issues or

events. It is not intended to eliminate risk. This risk

management system encompasses all financial, operational

and compliance controls and risk management, and is subject

to regular review.



It is currently the responsibility of the Chairman to create,

maintain and implement risk management and internal

control policies for the Group’s, subject to review by the

Boards.

The Chairman must report to the Boards on a half-yearly

basis regarding the design, implementation and progress of

the risk management policies and internal control systems.

7.2 The board or a committee of the board should:

(a) review the entity’s risk management framework at least

annually to satisfy itself that it continues to be sound;

and

(b) disclose, in relation to each reporting period, whether

such a review has taken place.

The Boards will review its risk management system at least

annually. It will disclose, in relation to each reporting period,

whether such a review has taken place.

A review of the risk management system has taken place for

this reporting period.


(a) if it has an internal audit function, how the function is

structured and what role it performs; or

(b) if it does not have an internal audit function, that fact

and the processes it employs for evaluating and

continually improving the effectiveness of its risk

management and internal control processes.

The Group does not currently have a formal internal audit

function however the Boards oversees the effectiveness of

risk management and internal control processes.

Management are charged with resourcing, operating and

monitoring the system of internal control, incorporating risk

responses in the form of controls into its management

systems, and reporting results on balanced assessments

regarding the effectiveness of internal controls to the Boards.



7.4 A listed entity should disclose whether it has any material

exposure to economic, environmental and social sustainability

risks and, if it does, how it manages or intends to manage those

risks.

The material risks to which the Group is exposed, including the

economic, environmental and social sustainability risk are set

out the Offer Document of the Group dated 1 August 2014.

These risks are continually reviewed. The Group will manage

these risks in accordance with its risk management policy

which is on the Group’s website.

8 REMUNERATE FAIRLY AND RESPONSIBLY


(a) have a remuneration committee which:




and disclose:



(v) as at the end of each reporting period, the

number of times the committee met throughout

the period and the individual attendances of the


(b) if it does not have a remuneration committee, disclose

that fact and the processes it employs for setting the

The Boards monitor and review the performance of the CEO

as well as the performance of other management. The Boards

receive regular updates of the performance of the Group as a

whole. The Boards also have responsibility for ensuring that

the Group:

• has coherent remuneration policies and practices to

attract and retain executives and directors who will

create value to security holders;

• observes those remuneration policies and practices; and

• fairly and responsibly rewards executives having regard

to the performance of the Group, the performance of the

executives and the general pay environment

The Boards employ the following processes for setting the

level and composition of remuneration for directors and



level and composition of remuneration for directors and

senior executives and ensuring that such remuneration is

appropriate and not excessive.

senior executives and ensuring that such remuneration is

appropriate and not excessive:

• No director is involved in setting his own remuneration

(excluding directors’ fees) or terms and conditions and in

such a case, relevant directors are required to be absent.

• The Board may receive external assistance and advice to

assist it in determining appropriate levels of

remuneration for the directors of the Group.

• The Group has structured its remuneration policy for the

purpose of motivating senior executives to pursue the

long-term growth and success of the Group; and

demonstrate a clear relationship between senior

executives’ performance and remuneration.

• The Boards will balance the Group’s competing interests

of attracting and retaining senior executives and

directors; and not paying excessive remuneration.

• Executive directors’ remuneration will be structured to

reflect short and long-term performance objectives

appropriate to the Group’s circumstances and goals.

• Executive directors’ and senior executives’ remuneration

packages will involve a balance between fixed and

incentive-based pay, reflecting short and long-term

performance objectives appropriate to the Group’s

circumstances and goals.



8.2 A listed entity should separately disclose its policies and

practices regarding the remuneration of non-executive directors

and the remuneration of executive directors and other senior

executives.

Non-executive directors’ remuneration should be formulated

with regard to the following guidelines:

• non-executive directors should normally be remunerated

by way of fees, in the form of cash, non-cash benefits,

superannuation contributions or equity, usually without

participating in schemes designed for the remuneration

of executives; and

• non-executive directors should not be provided with

retirement benefits other than superannuation.

Executive directors’ and senior executives’ remuneration

packages should involve a balance between fixed and

incentive-based pay, reflecting short and long-term

performance objectives appropriate to the Group’s

circumstances and goals.

Directors’ fees will be paid separately to all directors. The

different types of remuneration including fringe benefits,

superannuation, consulting fees and director fees are clearly

outlined in the annual report.

8.3 A listed entity which has an equity-based remuneration scheme

should:

(a) have a policy on whether participants are permitted to

enter into transactions (whether through the use of

The Group has a long-term incentive plan which is summarised

in its Meeting Booklet dated 1 August 2014 lodged with ASX on

1 September 2014. Participants cannot enter into transactions

which limit the economic risk of participating in the scheme.



derivatives or otherwise) which limit the economic risk of

participating in the scheme; and


Documents

Appendix 4G Key to Disclosures Corporate Governance ...adfl.com.au/.../2017/03/...Governance-Statement.pdf · 2 “Corporate governance statement” is defined in Listing Rule 19.12